Shareholders’ Rights

Shareholders exercise their rights of coadministration and supervision at the Annual Shareholders’ Meeting, which usually takes place within the first five months of the business year. The Annual Shareholders’ Meeting elects half of the members of the Supervisory Board (shareholder representatives) and, in particular, resolves on the formal discharge of the Board of Executive Directors and the Supervisory Board, the distribution of profits, capital measures, the authorization of share buybacks, changes to the Statutes and the selection of the auditor.

Each BASF SE share represents one vote. All of BASF SE’s shares are registered shares. Shareholders are obliged to have themselves entered with their shares into the company share register and to provide the information necessary for registration in the share register according to the German Stock Corporation Act. There are no registration restrictions and there is no limit to the number of shares that can be registered to one shareholder. Only the persons listed in the share register are entitled to vote as shareholders. Listed shareholders may exercise their voting rights at the Annual Shareholders’ Meeting either personally, through a representative of their choice or through a company-appointed proxy authorized by the shareholders to vote according to their instructions. Individual instructions are only forwarded to the company on the morning of the day of the Annual Shareholders’ Meeting. Voting rights can be exercised according to shareholders’ instructions by company-appointed proxies until the beginning of the voting process during the Annual Shareholders’ Meeting. There are neither voting caps to limit the number of votes a shareholder may cast nor special voting rights. BASF has fully implemented the principle of “one share, one vote.” All shareholders entered in the share register are entitled to participate in the Annual Shareholders’ Meetings, to have their say concerning any item on the agenda and to request information about company issues insofar as this is necessary to make an informed judgment about the item on the agenda under discussion. Registered shareholders are also entitled to file motions pertaining to proposals for resolutions made by the Board of Executive Directors and Supervisory Board at the Annual Shareholders’ Meeting and to contest resolutions of the meeting and have them evaluated for their lawfulness in court. Shareholders who hold at least €500,000 of the company’s share capital, a quota corresponding to 390,625 shares, are furthermore entitled to request that additional items be added to the agenda of the Annual Shareholders’ Meeting.

Following the COVID–19 pandemic, the 2023 Annual Shareholders’ Meeting was held again for the first time as an in-person meeting, i.e., with the shareholders physically present at the meeting venue.

The 2023 Annual Shareholders’ Meeting resolved a series of amendments to the Statutes in connection with the format of the Annual Shareholders’ Meeting and the participation options. Accordingly, the Board of Executive Directors is authorized to hold the Annual Shareholders’ Meeting or an Extraordinary Shareholders’ Meeting as a virtual meeting without the physical presence of shareholders or their proxies at the venue of the meeting. This authorization for a period of two years is valid until May 8, 2025.

In a further resolution amending the Statutes, the 2023 Annual Shareholders’ Meeting authorized the Board of Executive Directors to provide for shareholders to participate in the Annual Shareholders’ Meeting or an Extraordinary Shareholders’ Meeting without being present at the venue and without a proxy and to exercise all or some of their rights in whole or in part by means of electronic communication (hybrid Annual Shareholders’ Meeting or Extraordinary Shareholders’ Meeting). This means that shareholders can also be enabled to participate in an in-person Annual Shareholders’ Meeting or Extraordinary Shareholders’ Meeting online in the future.

The third resolution amending the Statutes relates to enabling members of the Supervisory Board to participate in the Annual Shareholders’ Meeting or an Extraordinary Shareholders’ Meeting by means of video and audio transmission in cases where they would not be able to be physically present at the venue of the meeting or only with considerable effort. This also applies if the Annual Shareholders’ Meeting or an Extraordinary Shareholders’ Meeting is held as a purely virtual event.

• The current Statutes of BASF can be found at basf.com/en/corporategovernance